PLEDGE,
ASSIGNMENT AND SECURITY AGREEMENT
   THIS
PLEDGE, ASSIGNMENT AND SECURITY AGREEMENT (this “Agreement”) is made this
27 th day of
December, 2004, by DCAP GROUP, INC., a corporation organized and existing under
the laws of the State of Delaware (the “Pledgor”) for the benefit of
MANUFACTURERS AND TRADERS TRUST COMPANY, A New York State Bank organized under
the laws of the State of New York, in its capacity as “Agent” for itself and the
other “Lenders” under the Financing Agreement (as hereinafter defined) (the
“Agent”).
   RECITALS
  A.  Payments
Inc., a corporation organized and existing under the laws of the State of New
York (the “Borrower”), Manufacturers and Traders Trust Company, a New York State
Bank organized under the laws of the State of New York, in its capacity as a
Lender, and such other entities that may become Lenders under the Financing
Agreement from time to time and the Agent are parties to a Financing and
Security Agreement dated the same date as this Agreement (as amended, modified,
restated, substituted, extended and renewed at any time and from time to time,
the “Financing Agreement”).
  B.  Pursuant
to a certain Guaranty of Payment Agreement dated the same date as this Agreement
(the “Guaranty”), the Pledgor has guaranteed, among other things, the payment
and performance of all of the Obligations (as that term is defined in the
Financing Agreement) of the Borrower under the Financing Agreement.
  C.  It is a
condition precedent, among others, to the Lenders’ and Agent’s agreement to
enter into the Financing Agreement and to make loans and other financial
accommodations thereunder that the Pledgor enter into this Agreement in order to
secure the full and prompt performance of the Borrower of all of the Obligations
and under all of the other Financing Documents (as that term is defined in the
Financing Agreement).
 
 AGREEMENTS
  NOW,
THEREFORE, in consideration of the Lenders’ and Agent’s entering into the
Financing Agreement and for other good and valuable consideration, the receipt
of which is hereby acknowledged, the Pledgor hereby agrees as
follows:
 
 ARTICLE
I
 DEFINITIONS
  Section
1.1  Definitions.
 
 As used
in this Agreement, the terms defined in the Preamble and Recitals hereto shall
have the respective meanings specified therein and capitalized terms not
otherwise defined in this Agreement shall have the meanings set forth in the
Financing Agreement. Further, as used in this Agreement:
 
 1
 1
 "Holder"
and "Holders" shall have the meanings ascribed thereto in Section
4.2(c) of this
Agreement.
  "Issuer"
means the collective reference to each of the Persons identified as an Issuer on Schedule
1 attached
hereto (or any addendum thereto), and any successors thereto, whether by merger
or otherwise.
  "Stock
Collateral" means the collective reference to the following, whether now owned
or existing or hereafter acquired or arising:
  (a) (i)
one hundred (100) shares of the common stock (the Blast Acquisition Stock”) of
Blast Acquisition Corp., (ii) one hundred (100) shares of the common stock (the
“Intandem Stock”) of Intandem Corp., (iii) one hundred (100) shares of the
common stock (the “DCAP Management Stock”) of DCAP Management Corp., (iv) one
hundred (100) shares of the common stock (the “Dealers Choice Stock”) of Dealers
Choice Automotive Planning, Inc., (v) one hundred (100) shares of the common
stock (the “Payments Stock”) of Payments Inc., (vi) 50 shares of the common
stock (the “AA DCAP Stock”) of AADCAP Greenbrook, Inc., and (vii) 500 shares of
the common stock (the “IAH Stock”) of IAH, Inc. (formerly known as International
Airport Hotel, Inc.) (the Blast Acquisition Stock, the Intandem Stock, the DCAP
Management Stock, the Dealers Choice Stock, the Payments Stock, the AA DCAP
Stock and the IAH Stock are hereinafter referred to collectively as the
“Stock”);
  (b) all
stock rights, rights to subscribe, rights to distributions, dividends and other
distributions (including, but not limited to, distributions in kind, cash
dividends, stock dividends, dividends paid in stock, returns of capital and
liquidating dividends) and all other rights, benefits, and property interests
with respect to the Stock;
  (c) all
other or additional (or less) stock or other securities or property (including,
without limitation, money or instruments) which may be received, receivable, or
otherwise distributed in respect of or in exchange for, or as a replacement of
or a substitution for the Stock by way of stock-split, spin-off, split-up,
reclassification, combination of shares or similar corporate rearrangement or by
reason of any consolidation, merger, exchange of stock, conveyance of assets,
liquidation or similar corporate reorganization, or otherwise;
  (d)  all
general intangibles, investment property, financial assets and security
entitlements with respect to the foregoing; and
  (e) all
proceeds (both cash and noncash) of the foregoing.
  Section
1.2  Construction.
  Unless
otherwise defined herein, as used in this Agreement and in any certificate,
report or other document made or delivered pursuant hereto, accounting terms not
otherwise defined herein, and accounting terms only partly defined herein, to
the extent not defined, shall have the respective meanings given to them under
GAAP, as consistently applied to the applicable Person. All terms used herein
which are defined by the Uniform Commercial Code shall have the same meanings as
assigned to them by the Uniform Commercial Code unless and to the extent varied
by this Agreement.
  The words
"hereof", "herein" and "hereunder" and words of similar import when used in this
Agreement shall refer to this Agreement as a whole and not to any particular
provision of this Agreement, and article, section, subsection, schedule and
exhibit references are references to articles, sections or subsections of, or
schedules or exhibits to, as the case may be, this Agreement unless otherwise
specified. As used herein, the singular number shall include the plural, the
plural the singular and the use of the masculine, feminine or neuter gender
shall include all genders, as the context may require. Reference to any one or
more of the Financing Documents shall mean the same as the foregoing may from
time to time be amended, restated, substituted, extended, renewed, supplemented
or otherwise modified.
  2
 2
  Neither
this Agreement nor any uncertainty or ambiguity herein shall be construed or
resolved against the Agent or the Pledgor, whether under any rule of
construction or otherwise. On the contrary, this Agreement has been reviewed by
both of the parties and their respective counsel and shall be construed and
interpreted according to the ordinary meaning of the words used so as to fairly
accomplish the purposes and intentions of the parties hereto.
  The
headings in this Agreement are included herein for convenience only, shall not
constitute a part of this Agreement for any other purpose, and shall not be
deemed to affect the meaning or construction of any of the provisions
hereof.
 
 ARTICLE
II
 SECURITY
 
 Section
2.1  The
Stock Collateral.
  As
security for the prompt and full performance of the Obligations, and as security
for the prompt and full performance of all obligations of the Pledgor under the
Guaranty and this Agreement and all, if any, other obligations of the Pledgor to
the Lenders and the Agent, all of the foregoing, whether now in existence or
hereafter created and whether joint, several, or both, primary, secondary,
direct, contingent or otherwise, the Pledgor hereby pledges, assigns and grants
to the Agent a security interest in the Stock Collateral.
 
 Section
2.2  Rights
of the Agent in the Stock Collateral.
  The
Pledgor agrees that with respect to the Stock Collateral the Agent shall have
all the rights and remedies of a secured party under the Uniform Commercial
Code, as well as those provided by law and/or in this Agreement. Notwithstanding
the fact that the proceeds of the Stock Collateral constitute part of the Stock
Collateral, the Pledgor may not dispose of the Stock Collateral, or any part
thereof, except as consistent with Schedule 3.8.
  Section
2.3  Rights
of the Pledgor in the Stock Collateral.
  Until an
Event of Default (as that term is defined in ARTICLE
V (Default
and Rights and Remedies)) occurs, the Pledgor shall be entitled to receive all
dividends and other distributions which may be paid on the Stock Collateral and
which are not otherwise prohibited by the Financing Documents. Any cash dividend
or distribution payable in respect of the Stock Collateral which represents, in
whole or in part a return of capital or a violation of this Agreement or the
other Financing Documents shall be received by the Pledgor in trust for the
Agent, shall be paid immediately to the Agent and shall be retained by the Agent
as part of the Stock Collateral.
  3
 3
 ARTICLE
III
 REPRESENTATIONS
AND WARRANTIES
  To induce
the Lenders and the Agent to advance sums to the Borrower under the Financing
Agreement, the Pledgor represents and warrants to the Agent and shall be deemed
to represent and warrant at the time of each request for, and the time of each
advance under, the credit facilities described in the Financing Agreement, as
follows:
  Section
3.1  Stock
Interests.
  Except as
set forth on Schedule 3.1 attached hereto and made a part hereof, the Stock
represents one hundred percent (100%) of the equity interests of the
Issuer.
  Section
3.2  Good
Standing.
  The
Pledgor (a) is a corporation duly organized and existing, in good standing,
under the laws of the jurisdiction of its incorporation, and (b) has the
corporate power and all necessary governmental licenses, authorizations,
consents and approvals required to own its property and to carry on its business
as now being conducted and take the actions contemplated by this
Agreement .
  Section
3.3  Authority.
  The
Pledgor has full corporate power and authority to enter into and execute and
deliver this Agreement, to transfer the Stock Collateral and perform all other
obligations required hereunder with respect to the Stock Collateral, and to
incur and perform the obligations provided for in this Agreement, all of which
have been duly authorized by all proper and necessary corporate action by the
Pledgor. No consent or approval of stockholders or any creditors of the Pledgor
or the Issuer, or of any other Person, and no consent, approval, filing or
registration with or notice to Governmental Authority, is required as a
condition to the execution, delivery, validity or enforceability of this
Agreement or the performance by the Pledgor of the its obligations under this
Agreement, including, without limitation, the right of the Agent to dispose of
the Stock Collateral following an Event of Default. The Pledgor has full right,
power and authority and has all voting rights in any corporate matters as may be
represented by the Stock Collateral.
  Section
3.4  Binding
Agreements.
  This
Agreement and the other Financing Documents executed and delivered by the
Pledgor have been properly executed and delivered and constitute the valid and
legally binding obligations of the Pledgor and are fully enforceable against the
Pledgor in accordance with their respective terms.
  Section
3.5  No
Conflicts.
  Neither
the execution, delivery and performance of the terms of this Agreement nor the
consummation of the transactions contemplated by this Agreement will conflict
with, violate or be prevented by (a) the Pledgor’s charter or bylaws, (b) any
existing mortgage, indenture, contract or agreement binding on the Pledgor or
affecting its property, or (c) any Laws.
  4
 4
 Section
3.6  Compliance
with Laws.
  The
Pledgor is not in violation of any applicable Laws (including, without
limitation, any Laws relating to employment practices, to environmental,
occupational and health standards and controls) or order, writ, injunction,
decree or demand of any court, arbitrator, or any Governmental Authority
affecting the Pledgor or any of its properties, the violation of which could
adversely affect the authority of the Pledgor to enter into, or the ability of
the Pledgor to perform under, this Agreement or any of the other Financing
Documents executed by the Pledgor.
  Section
3.7  Litigation.
  There are
no proceedings, actions or investigations pending or, so far as the Pledgor
knows, threatened before or by any court, arbitrator, or any Governmental
Authority which could adversely affect the authority of the Pledgor to enter
into, or the ability of the Pledgor to perform under, this Agreement or any of
the other Financing Documents executed and delivered by the
Pledgor.
  Section
3.8  Title
to Properties.
  The
Pledgor has good and marketable title to the Stock Collateral. The Pledgor has
legal, enforceable and uncontested rights to use freely such property and
assets. Except as set forth on Schedule 3.8 attached hereto and made a part
hereof, the Pledgor is the sole owner of all of the Stock Collateral, free and
clear of all security interests, pledges, voting trusts, agreements, Liens (as
that term is defined in the Financing Agreement), claims and encumbrances
whatsoever, other than the security interest, assignment and lien granted under
this Agreement. The interests assigned as Stock Collateral are subject to no
outstanding options, voting trusts, shareholders agreement, or other
requirements with respect to such interests.
 
 Section
3.9  Perfection
and Priority of Stock Collateral.
  The Agent
has, or upon execution and recording of this Agreement and the Security
Documents (as that term is defined in the Financing Agreement) will have, and
will continue to have as security for the Obligations and the other obligations
secured by this Agreement, a valid and perfected Lien on and security interest
in all Stock Collateral, free of all other Liens, claims and rights of third
parties whatsoever, except as set forth on Schedule3.8.
 
 Section
3.10  Business
Information.
  The
information contained in EXHIBIT A, which is attached to and a part of this
Agreement, is complete and correct.
   ARTICLE
IV
 COVENANTS
  Until
payment in full and the performance of all of the Obligations and all of the
obligations of the Pledgor hereunder or secured hereby, the Pledgor covenants
and agrees with the Agent as follows:
  5
 5
 Section
4.1  Existence.
  The
Pledgor shall maintain its corporate existence in good standing in the
jurisdiction in which it is incorporated and in each other jurisdiction where it
is required to register or qualify to do business if the failure to do so in
such other jurisdiction might have a material adverse effect on the ability of
the Pledgor to perform its obligations under this Agreement, on the conduct of
the Pledgor’s operations, on the Pledgor’s financial condition, or on the value
of, or the ability of the Agent to realize upon, the Stock
Collateral.
  Section
4.2  Delivery
and Registration of Stock Collateral.
  (a)  All
certificates or instruments representing or evidencing any of the Stock
Collateral shall be immediately delivered by the Pledgor to the Agent or the
Agent's designee pursuant hereto at a location designated by the Agent, shall be
held by or on behalf of the Agent pursuant to this Agreement, and shall be in
suitable form for transfer by delivery, or shall be accompanied by executed
irrevocable, blank stock powers (or other instrument of transfer or assignment
in blank) for each of the certificates and instruments, all in number, form and
substance satisfactory to the Agent and its counsel.
  (b)  Upon the
occurrence and during the continuance of an Event of Default, the Agent shall
have the right, at any time in its discretion and without notice to the Pledgor,
to transfer to or to register on the books of the Issuer (or of any other Person
maintaining records with respect to the Stock Collateral) in the name of the
Agent or any of its nominees any or all of the Stock Collateral. In addition,
the Agent shall have the right at any time to exchange certificates or
instruments representing or evidencing Stock Collateral for certificates or
instruments of smaller or larger denominations.
  (c)  If, at
any time and from time to time, any Stock Collateral (including any certificate
or instrument representing or evidencing any Stock Collateral) is in the
possession of a Person other than the Agent or the Pledgor (a "Holder"), then
the Pledgor shall immediately, at the Agent's option, either cause such Stock
Collateral to be delivered into the Agent's possession, or cause such Holder to
enter into a control agreement, in form and substance satisfactory to the Agent,
and take all other steps deemed necessary by the Agent to perfect by control the
security interest of the Agent in such Stock Collateral, all pursuant to the
Uniform Commercial Code or other applicable law governing the perfection of the
Agent's security interest in the Stock Collateral in the possession of such
Holder.
  (d)  If, at
any time and from time to time, any Stock Collateral is a security entitlement,
then the Pledgor shall immediately cause the financial intermediary with respect
to such security entitlement to enter into a control agreement, in form and
substance satisfactory to the Agent, and take all other steps deemed necessary
by the Agent to perfect the security interest of the Agent in such security
entitlement by control, all pursuant to the Uniform Commercial Code or other
applicable law governing the perfection of the Agent's security interest in the
security entitlement.
  (e)  Any and
all Stock Collateral (including, without limitation, dividends, interest, and
other cash distributions) at any time received or held by the Pledgor shall be
so received or held in trust for the Agent, shall be segregated from other funds
and property of the Pledgor and shall be forthwith delivered to the Agent in the
same form as so received or held, with any necessary endorsements.
  6
 6
 (f)  If at any
time, and from time to time, any Stock Collateral consists of an uncertificated
security or a security in book entry form, then the Pledgor shall immediately
cause such Stock Collateral to be registered or entered, as the case may be, in
the name of the Agent, or otherwise cause the Agent's security interest thereon
to be perfected in accordance with applicable Laws.
  Section
4.3  Defense
of Title and Further Assurances.
  The
Pledgor will do or cause to be done all things necessary to preserve and to keep
in full force and effect its interests in the Stock Collateral, and shall
defend, at its sole expense, the title to the Stock Collateral and any part
thereof. Further, the Pledgor shall promptly, upon request by the Agent,
execute, acknowledge and deliver any financing statement, endorsement, renewal,
affidavit, deed, assignment, continuation statement, security agreement,
certificate or other document as the Agent may require in order to perfect,
preserve, maintain, protect, continue, realize upon, and/or extend the lien and
security interest of the Agent under this Agreement and the priority thereof.
The Pledgor shall pay to the Agent upon demand all taxes, costs and expenses
(including but not limited to reasonable attorney’s fees) incurred by the Agent
in connection with the preparation, execution, recording and filing of any such
document or instrument mentioned aforesaid.
  Section
4.4  Compliance
with Laws.
  The
Pledgor shall comply with all applicable Laws and observe the valid requirements
of Governmental Authorities, the noncompliance with or the nonobservance of
which might have a material adverse effect on the ability of the Pledgor to
perform its obligations under this Agreement or any of the Financing Documents
to which the Pledgor is a party or on the conduct of the Pledgor’s operations,
on the Pledgor’s financial condition, or on the value of, or the ability of the
Agent to realize upon, the Stock Collateral.
  Section
4.5  Protection
of Stock Collateral.
  The
Pledgor agrees that the Agent may at any time take such steps as the Agent deems
reasonably necessary to protect the Agent’s interest in, and to preserve the
Stock Collateral. The Pledgor agrees to cooperate fully with the Agent’s efforts
to preserve the Stock Collateral and will take such actions to preserve the
Stock Collateral as the Agent may in good faith direct. All of the Agent’s
expenses of preserving the Stock Collateral, including, without limitation,
reasonable attorneys’ fees, shall be part of the Enforcement Costs (as that term
is defined in the Financing Agreement).
 
 7
 7
 Section
4.6  Certain
Notices.
  The
Pledgor will promptly notify the Agent in writing of any Event of Default and of
any litigation, regulatory proceeding, or other event which materially and
adversely affects the value of the Stock Collateral, the ability of the Pledgor
or the Agent to dispose of the Stock Collateral, or the rights and remedies of
the Agent in relation thereto. Upon receipt by the Pledgor of any material
notice, report, or other communication from the Issuer or any Holder relating to
all or any part of the Stock Collateral, deliver such notice, report or other
communication to the Agent as soon as possible, but in no event later than five
(5) days following the receipt thereof by the Pledgor.
  Section
4.7  Information.
  The
Pledgor shall give the Agent not less than thirty (30) days’ prior written
notice of any change to the information set forth on EXHIBIT A.
  Section
4.8  Books
and Records; Information.
  (a)  The
Pledgor shall maintain proper books of record and account in which full, true
and correct entries are made of all dealings and transactions in relation to the
Stock Collateral and which reflect the Lien of the Agent thereon.
  (b)  The
Pledgor agrees that the Agent may from time to time and at its option (i)
require the Pledgor to, and the Pledgor shall, periodically deliver to the Agent
records and schedules, which show the status of the Stock Collateral and such
other matters which affect the Stock Collateral; (ii) verify the Stock
Collateral and inspect the books and records of the Pledgor and make copies
thereof or extracts therefrom; (iii) notify any prospective buyers or
transferees of the Stock Collateral or any other Persons (as that term is
defined in the Financing Agreement) of the Agent’s interest in the Stock
Collateral; and (iv) disclose to prospective buyers or transferees from the
Agent any and all information regarding the Issuer, the Stock Collateral and/or
the Pledgor.
  Section
4.9  Disposition
of Stock Collateral.
  The
Pledgor will not sell, discount, allow credits or allowances, assign, extend the
time for payment on, convey, lease, assign, transfer or otherwise dispose of the
Stock Collateral or any part thereof.
  Section
4.10  Distributions.
  The
Pledgor shall receive no dividend or distribution or other benefit with respect
to the Issuer, and shall not vote, consent, waive or ratify any action taken,
which would violate or be inconsistent with any of the terms and provisions of
this Agreement, the Financing Agreement or any of the other Financing Documents
or which would materially impair the position or interest of the Agent in the
Stock Collateral or dilute the percentage of the ownership interests of the
Issuer pledged to the Agent hereunder, except as expressly permitted by the
Financing Agreement.
  Section
4.11  Liens.
  The
Pledgor will not create, incur, assume or suffer to exist any Lien upon any of
the Stock Collateral, other than Liens in favor of the Agent.
  8
 8
 Section
4.12  Survival.
  All
representations and warranties contained in or made under or in connection with
this Agreement and the other Financing Documents shall survive the making of any
advance under the Financing Agreement and the incurring of any other Obligations
and the other obligations secured by this Agreement.
   ARTICLE
V
 DEFAULT
AND RIGHTS AND REMEDIES
  Section
5.1  Events
of Default.
  The
occurrence of any one or more of the following events shall constitute an “Event
of Default” under the provisions of this Agreement:
  5.1.1  Default
under Financing Agreement.
  An Event
of Default (as that term is defined in the Financing Agreement) shall occur
under the Financing Agreement.
  5.1.2  Default
under this Agreement.
  The
Pledgor shall fail to duly perform, comply with or observe any of the terms,
conditions, covenants or agreements contained in of this Agreement.
  5.1.3  Breach
of Representations and Warranties.
  Any
representation or warranty made in this Agreement or in any report, statement,
schedule, certificate, opinion (including any opinion of counsel for the
Pledgor), financial statement or other document furnished by the Pledgor or its
agents or representatives in connection with this Agreement, any of the other
Financing Documents, or the Obligations or the other obligations secured by this
Agreement, shall prove to have been false or misleading when made (or, if
applicable, when reaffirmed) in any material respect.
  5.1.4  Receiver;
Bankruptcy.
  The
Pledgor shall (a) apply for or consent to the appointment of a receiver, trustee
or liquidator of itself or any of its property, (b) admit in writing its
inability to pay its debts as they mature, (c) make a general assignment for the
benefit of creditors, (d) be adjudicated a bankrupt or insolvent, (e) file a
voluntary petition in bankruptcy or a petition or an answer seeking or
consenting to reorganization or an arrangement with creditors or to take
advantage of any bankruptcy, reorganization, insolvency, readjustment of debt,
dissolution or liquidation law or statute, or an answer admitting the material
allegations of a petition filed against it in any proceeding under any such law,
or take corporate action for the purposes of effecting any of the foregoing, (f)
by any act indicate its consent to, approval of or acquiescence in any such
proceeding or the appointment of any receiver of or trustee for any of its
property, or suffer any such receivership, trusteeship or proceeding to continue
undischarged for a period of sixty (60) days, or (g) by any act indicate its
consent to, approval of or acquiescence in any order, judgment or decree by any
court of competent jurisdiction or any Governmental Authority enjoining or
otherwise prohibiting the operation of a material portion of the Pledgor’s
business or the use or disposition of a material portion of the Pledgor’s
assets.
  9
 9
 5.1.5  Involuntary
Bankruptcy, etc.
  (a) An
order for relief shall be entered in any involuntary case brought against the
Pledgor under the Bankruptcy Code (as that term is defined in the Financing
Agreement), or (b) any such case shall be commenced against the Pledgor and
shall not be dismissed within sixty (60) days after the filing of the petition,
or (c) an order, judgment or decree under any other Law is entered by any court
of competent jurisdiction or by any other Governmental Authority on the
application of a Governmental Authority or of a Person other than the Pledgor
(i) adjudicating the Pledgor bankrupt or insolvent, or (ii) appointing a
receiver, trustee or liquidator of the Pledgor, or of a material portion of the
Pledgor’s assets, or (iii) enjoining, prohibiting or otherwise limiting the
operation of a material portion of the Pledgor’s business or the use or
disposition of a material portion of the Pledgor’s assets, and such order,
judgment or decree continues unstayed and in effect for a period of thirty (30)
days from the date entered.
  5.1.6  Changes
to Entity.
  If the
Pledgor shall liquidate, dissolve or terminate its existence, change its name,
state of organization, or entity structure, or become organized under the laws
of an additional state.
 
 Section
5.2  Remedies.
  Upon the
occurrence of an Event of Default, the Agent may at any time thereafter exercise
any one or more of the following rights, powers or remedies:
  5.2.1  Uniform
Commercial Code.
  The Agent
shall have all of the rights and remedies of a secured party under the
applicable Uniform Commercial Code and other applicable Laws. Upon demand by the
Agent, the Pledgor shall assemble the Stock Collateral and make it available to
the Agent, at a place designated by the Agent. The Agent or its agents may
without notice from time to time enter upon the Pledgor’s premises to take
possession of the Stock Collateral, to remove it, or otherwise to prepare it for
sale, or to sell or otherwise dispose of it.
  5.2.2  Sale
or Other Disposition of Stock Collateral.
  (a)  The Agent
may sell or redeem the Stock Collateral, or any part thereof, in one or more
sales, at public or private sale, conducted by any officer or agent of, or
auctioneer or attorney for, the Agent, at the Agent’s place of business or
elsewhere, for cash, upon credit or future delivery, and at such price or prices
as the Agent shall, in its sole discretion, determine, and the Agent may be the
purchaser of any or all of the Stock Collateral so sold. Further, any written
notice of the sale, disposition or other intended action by the Agent with
respect to the Stock Collateral which is sent by regular mail, postage prepaid,
to the Pledgor at the address set forth in Section
6.1 (Notices), or such other address of the Pledgor which may from time to time be
shown on the Agent’s records, at least ten (10) days prior to such sale,
disposition or other action, shall constitute commercially reasonable notice to
the Pledgor. The Agent may alternatively or additionally give such notice in any
other commercially reasonable manner. Nothing in this Agreement shall require
the Agent to give any notice not required by applicable Laws.
  10
 10
 (b)  If any
consent, approval, or authorization of any Governmental Authority or any Person
having any interest therein, should be necessary to effectuate any sale or other
disposition of the Stock Collateral, the Pledgor agrees to execute all such
applications and other instruments, and to take all other action, as may be
required in connection with securing any such consent, approval or
authorization.
  (c)  The
Pledgor recognizes that the Agent may be unable to effect a public sale of all
or a part of the Stock Collateral consisting of securities by reason of certain
prohibitions contained in the Securities Act of 1933, as amended, and other
applicable federal and state Laws (collectively, "Securities Laws"). The Agent
may, therefore, in its discretion, take such steps as it may deem appropriate to
comply with such Laws and may, for example, at any sale of the Stock Collateral
consisting of securities restrict the prospective bidders or purchasers as to
their number, nature of business and investment intention, including, without
limitation, a requirement that the Persons making such purchases represent and
agree to the satisfaction of the Agent that they are purchasing such securities
for their account, for investment, and not with a view to the distribution or
resale of any thereof. The Pledgor covenants and agrees to do or cause to be
done promptly all such acts and things as the Agent may request from time to
time and as may be necessary to offer and/or sell the securities or any part
thereof in a manner which is valid and binding and in conformance with all
applicable Laws.
   (d)  Without
implying any limitation on the foregoing, the Pledgor agrees that, upon request
of the Agent, the Pledgor will, at its own expense:
   (i)  execute
and deliver, and use its best efforts to cause the Issuer and the directors and
officers thereof to execute and deliver, all such instruments and documents, and
to do or cause to be done all such other acts and things, as may be necessary
or, in the opinion of the Agent, advisable to register such Stock Collateral
under the provisions of applicable Securities Laws, and to cause the
registration statement relating thereto to become effective and to remain
effective for such period as prospectuses are required by law to be furnished,
and to make all amendments and supplements thereto and to the related
prospectuses which, in the opinion of the Agent, are necessary or advisable, all
in conformity with the requirements of Securities Laws;
  (ii)  use its
best efforts to qualify the Stock Collateral under the state securities laws or
"Blue Sky" laws and to obtain all necessary governmental approvals for the sale
of the Stock Collateral, as requested by the Agent;
  (iii)  execute
and deliver, or cause the officers and directors of the Issuer to execute and
deliver, to any person, entity or governmental authority as the Agent may
choose, any and all documents and writings which, in the Agent's reasonable
judgment, may be necessary or appropriate for approval, or be required by, any
regulatory authority located in any city, county, state or country where the
Pledgor or the Issuer engages in business, in order to transfer or to more
effectively transfer the Stock Collateral or otherwise enforce the Agent's
rights hereunder; and
  11
 11
 (iv)  do or
cause to be done all such other acts and things as may be necessary to make such
sale of the Stock Collateral or any part thereof valid and binding and in
compliance with applicable law.
  (e)  The
Pledgor acknowledges that there is no adequate remedy at law for failure by the
Pledgor to comply with the provisions of this Section 5.2.2 , such
failure would not be adequately compensable in damages and such damages would be
difficult to ascertain and may be irreparable, and, therefore, the Pledgor
agrees that its agreements contained in this Section 5.2.2 may be
specifically enforced, by injunction or by other equitable remedy, and the
Pledgor waives any defense that the Agent cannot demonstrate damage and/or can
be made whole by the awarding of damages.
  5.2.3  Specific
Rights With Regard to Stock Collateral.
  In
addition to all other rights and remedies provided hereunder or as shall exist
at law or in equity from time to time, the Agent may (but shall be under no
obligation to), without notice to the Pledgor, and the Pledgor hereby
irrevocably appoints the Agent as its attorney-in-fact, with power of
substitution, in the name of the Agent or in the name of the Pledgor or
otherwise, for the use and benefit of the Agent, but at the cost and expense of
the Pledgor and without notice to the Pledgor:
  (a)  compromise,
extend or renew any of the Stock Collateral or deal with the same as it may deem
advisable;
  (b)  make
exchanges, substitutions or surrenders of all or any part of the Stock
Collateral;
  (c)  copy,
transcribe, or remove from any place of business of the Pledgor all books,
records, ledger sheets, correspondence, invoices and documents, relating to or
evidencing any of the Stock Collateral or without cost or expense to the Agent,
make such use of the Pledgor’s places of business as may be reasonably necessary
to administer, control and collect the Stock Collateral;
  (d)  demand,
collect, receipt for and give renewals, extensions, discharges and releases of
any of the Stock Collateral;
  (e)  institute
and prosecute legal and equitable proceedings to enforce collection of, or
realize upon, any of the Stock Collateral;
  (f)  settle,
renew, extend, compromise, compound, exchange or adjust claims in respect of any
of the Stock Collateral or any legal proceedings brought in respect
thereof;
  12
 12
 (g)  endorse
or sign the name of the Pledgor upon any items of payment, certificates of
title, instruments, securities, powers, documents, documents of title, or other
writing relating to or part of the Stock Collateral and on any Proof of Claim in
Bankruptcy against an account debtor; and
  (h)  take any
other action necessary or beneficial to realize upon or dispose of the Stock
Collateral.
 
 5.2.4  Application
of Proceeds.
  Any
proceeds of sale or other disposition of the Stock Collateral will be applied by
the Agent to the payment of the Enforcement Costs, and any balance of such
proceeds will be applied by the Agent to the payment of the balance of the
Obligations and the other obligations secured by this Agreement in such order
and manner of application as the Agent may from time to time in its sole and
absolute discretion determine. If the sale or other disposition of the Stock
Collateral fails to fully satisfy the Obligations and the other obligations
secured by this Agreement, the Pledgor shall remain liable to the Agent for any
deficiency.
  5.2.5  Performance
by Agent.
  If the
Pledgor shall fail to perform, observe or comply with any of the conditions,
covenants, terms, stipulations or agreements contained in this Agreement or any
of the other Financing Documents, the Agent without notice to or demand upon the
Pledgor and without waiving or releasing any of the Obligations or any Default
or Event of Default, may (but shall be under no obligation to) at any time
thereafter make such payment or perform such act for the account and at the
expense of the Pledgor, and may enter upon the premises of the Pledgor for that
purpose and take all such action thereon as the Agent may consider necessary or
appropriate for such purpose and the Pledgor hereby irrevocably appoints the
Agent as its attorney-in-fact to do so, with power of substitution, in the name
of the Agent or in the name of the Pledgor or otherwise, for the use and benefit
of the Agent, but at the cost and expense of the Pledgor and without notice to
the Pledgor. All sums so paid or advanced by the Agent together with interest
thereon from the date of payment, advance or incurring until paid in full at the
Post-Default Rate and all costs and expenses, shall be deemed part of the
Enforcement Costs, shall be paid by the Pledgor to the Agent on demand, and
shall constitute and become a part of the Obligations.
  5.2.6  Other
Remedies.
  The Agent
may from time to time proceed to protect or enforce its rights by an action or
actions at law or in equity or by any other appropriate proceeding, whether for
the specific performance of any of the covenants contained in this Agreement or
in any of the other Financing Documents, or for an injunction against the
violation of any of the terms of this Agreement or any of the other Financing
Documents, or in aid of the exercise or execution of any right, remedy or power
granted in this Agreement, the Financing Documents, and/or applicable
Laws.
  Section
5.3  Costs
and Expenses.
  The
Pledgor shall pay on demand all costs and expenses (including reasonable
attorney’s fees), all of which shall be deemed part of the Obligations, incurred
by and on behalf of the Agent incident to any collection, servicing, sale,
disposition or other action taken by the Agent with respect to the Stock
Collateral or any portion thereof.
  13
 13
 Section
5.4  Receipt
Sufficient Discharge to Purchaser.
  Upon any
sale or other disposition of the Stock Collateral or any part thereof, the
receipt of the Agent or other Person making the sale or disposition shall be a
sufficient discharge to the purchaser for the purchase money, and such purchaser
shall not be obligated to see to the application thereof.
 
 Section
5.5  Remedies,
etc. Cumulative.
  Each
right, power and remedy of the Agent as provided for in this Agreement or in any
of the other Financing Documents or in any related instrument or agreement or
now or thereafter existing at law or in equity or by statute or otherwise shall
be cumulative and concurrent and shall be in addition to every other right,
power or remedy provided for in this Agreement or in the other Financing
Documents or in any related document, instrument or agreement or now or
hereafter existing at law or in equity or by statute or otherwise, and the
exercise or beginning of the exercise by the Agent of any one or more of such
rights, powers or remedies shall not preclude the simultaneous or later exercise
by the Agent of any or all such other rights, powers or remedies.
  Section
5.6  No
Waiver, etc.
  No
failure or delay by the Agent to insist upon the strict performance of any term,
condition, covenant or agreement of this Agreement or of any of the other
Financing Documents or of any related documents, instruments or agreements, or
to exercise any right, power or remedy consequent upon a breach thereof, shall
constitute a waiver of any such term, condition, covenant or agreement or of any
such breach, or preclude the Agent from exercising any such right, power or
remedy at any later time or times. By accepting payment after the due date of
any amount payable under this Agreement or under any of the other Financing
Documents or under any related document, instrument or agreement, the Agent
shall not be deemed to waive the right either to require prompt payment when due
of all other amounts payable under this Agreement or under any other of the
Financing Documents, or to declare a default for failure to effect such prompt
payment of any such other amount.
   ARTICLE
VI
 MISCELLANEOUS
  Section
6.1  Notices.
  All
notices, requests and demands to or upon the parties to this Agreement shall be
in writing and shall be deemed to have been given or made when given in the
manner set forth in Section 9.1 of the Financing Agreement (a) to the Agent and
the Lenders at the respective addresses set forth in the Financing Agreement and
(b) to the Pledgor as follows:
  14
 14
 
 Pledgor:
    DCAP
      Group, Inc.
      1158
      Broadway
      Hewlett,
      New York 11557
      Attention:
      Barry B. Goldstein
  By
written notice, each party to this Agreement may change the address to which
notice is given to that party, provided that such changed notice shall include a
street address to which notices may be delivered by overnight courier in the
ordinary course on any Business Day.
 
 Section
6.2  Amendments;
Waivers.
  This
Agreement and the other Financing Documents may not be amended, modified, or
changed in any respect except by an agreement in writing signed by the Agent and
the Pledgor. No waiver of any provision of this Agreement or of any of the other
Financing Documents, nor consent to any departure by the Pledgor therefrom,
shall in any event be effective unless the same shall be in writing. No course
of dealing between the Pledgor and the Agent and no act or failure to act from
time to time on the part of the Agent shall constitute a waiver, amendment or
modification of any provision of this Agreement or any of the other Financing
Documents or any right or remedy under this Agreement, under any of the other
Financing Documents or under applicable Laws.
  Section
6.3  Cumulative
Remedies.
  The
rights, powers and remedies provided in this Agreement and in the other
Financing Documents are cumulative, may be exercised concurrently or separately,
may be exercised from time to time and in such order as the Agent shall
determine and are in addition to, and not exclusive of, rights, powers and
remedies provided by existing or future applicable Laws. In order to entitle the
Agent to exercise any remedy reserved to it in this Agreement, it shall not be
necessary to give any notice, other than such notice as may be expressly
required in this Agreement. Without limiting the generality of the foregoing,
the Agent and the Lenders may:
  (a)  proceed
against the Pledgor with or without proceeding against the Borrower or any other
Person who may be liable for all or any part of the Obligations;
  (b)  proceed
against the Pledgor with or without proceeding under any of the other Financing
Documents or against any Stock Collateral or other collateral and security for
all or any part of the Obligations;
  (c)  without
notice, release or compromise with any Guarantor or other Person liable for all
or any part of the Obligations under the Financing Documents or otherwise;
and
  (d)  without
reducing or impairing the obligations of the Pledgor and without notice thereof:
(i) fail to perfect the Lien in any or all Stock Collateral or to release any or
all the Stock Collateral or to accept substitute collateral, (ii) waive any
provision of this Agreement or the other Financing Documents, (iii) exercise or
fail to exercise rights of set-off or other rights, or (iv) accept partial
payments or extend from time to time the maturity of all or any part of the
Obligations.
 
 15
 15
 Section
6.4  Severability.
  In case
one or more provisions, or part thereof, contained in this Agreement or in the
other Financing Documents shall be invalid, illegal or unenforceable in any
respect under any Law, then without need for any further agreement, notice or
action:
  (a)  the
validity, legality and enforceability of the remaining provisions shall remain
effective and binding on the parties thereto and shall not be affected or
impaired thereby;
  (b)  the
obligation to be fulfilled shall be reduced to the limit of such
validity;
  (c)  if such
provision or part thereof pertains to repayment of the Obligations, then, at the
sole and absolute discretion of the Agent, all of the Obligations of the Pledgor
to the Agent and the Lenders shall become immediately due and payable;
and
  (d)  if
affected provision or part thereof does not pertain to repayment of the
Obligations, but operates or would prospectively operate to invalidate this
Agreement in whole or in part, then such provision or part thereof only shall be
void, and the remainder of this Agreement shall remain operative and in full
force and effect.
  Section
6.5  Assignments
by Agent and Lenders.
  The Agent
and the Lenders may, without notice to, or consent of, the Pledgor, sell, assign
or transfer to or participate with any Person or Persons all or any part of the
Obligations, and each such Person or Persons shall have the right to enforce the
provisions of this Agreement and any of the other Financing Documents as fully
as the Agent and the Lenders, provided that the Agent and the Lenders shall
continue to have the unimpaired right to enforce the provisions of this
Agreement and any of the other Financing Documents as to so much of the
Obligations that the Agent or the Lenders have not sold, assigned or
transferred. In connection with the foregoing, the Agent and the Lenders shall
have the right to disclose to any such actual or potential purchaser, assignee,
transferee or participant all financial records, information, reports, financial
statements and documents obtained in connection with this Agreement and any of
the other Financing Documents or otherwise.
  Section
6.6  Successors
and Assigns.
  This
Agreement and all other Financing Documents shall be binding upon and inure to
the benefit of the Pledgor and the Agent and their respective heirs, personal
representatives, successors and assigns, except that the Pledgor shall not have
the right to assign its rights hereunder or any interest herein without the
prior written consent of the Agent.
  16
 16
 Section
6.7  Applicable
Law; Jurisdiction.
 
 6.7.1  Applicable
Law.
  This
Agreement, shall be governed by the Laws of the State, as if each of the
Financing Documents and this Agreement had been executed, delivered,
administered and performed solely within the State.
  6.7.2  Submission
to Jurisdiction.
  The
Pledgor irrevocably submits to the jurisdiction of any state or federal court
sitting in the State over any suit, action or proceeding arising out of or
relating to this Agreement or any of the other Financing Documents. The Pledgor
irrevocably waives, to the fullest extent permitted by law, any objection that
it may now or hereafter have to the laying of the venue of any such suit, action
or proceeding brought in any such court and any claim that any such suit, action
or proceeding brought in any such court has been brought in an inconvenient
forum. Final judgment in any such suit, action or proceeding brought in any such
court shall be conclusive and binding upon the Pledgor and may be enforced in
any court in which the Pledgor is subject to jurisdiction, by a suit upon such
judgment, provided that service of process is effected upon the Pledgor in one
of the manners specified in this Section or as otherwise permitted by applicable
Laws.
 
 6.7.3  Appointment
of Agent for Service of Process.
  The
Pledgor hereby irrevocably designates and appoints The CT Corporation System,
300 East Lombard Street, Baltimore, Maryland, 21202, as the Pledgor’s authorized
agent to receive on the Pledgor’s behalf service of any and all process that may
be served in any suit, action or proceeding of the nature referred to in this
Section in any state or federal court sitting in the State. If such agent shall
cease so to act, the Pledgor shall irrevocably designate and appoint without
delay another such agent in the State satisfactory to the Agent and shall
promptly deliver to the Agent evidence in writing of such other agent’s
acceptance of such appointment and its agreement that such appointment shall be
irrevocable.
 
 6.7.4  Service
of Process.
  The
Pledgor hereby consents to process being served in any suit, action or
proceeding of the nature referred to in this Section by (a) the mailing of a
copy thereof by registered or certified mail, postage prepaid, return receipt
requested, to the Pledgor at the Pledgor’s address designated in or pursuant to Section
6.1 (Notices), and (b) serving a copy thereof upon the agent, if any, designated and
appointed by the Pledgor as the Pledgor’s agent for service of process by or
pursuant to this Section. The Pledgor irrevocably agrees that such service (y)
shall be deemed in every respect effective service of process upon the Pledgor
in any such suit, action or proceeding, and (z) shall, to the fullest extent
permitted by law, be taken and held to be valid personal service upon the
Pledgor. Nothing in this Section shall affect the right of the Agent to serve
process in any manner otherwise permitted by law or limit the right of the Agent
otherwise to bring proceedings against the Pledgor in the courts of any
jurisdiction or jurisdictions.
 
 17
 17
 Section
6.8  Entire
Agreement.
  This
Agreement is intended by the Agent and the Pledgor to be a complete, exclusive
and final expression of the agreements contained herein. Neither the Agent nor
the Pledgor shall hereafter have any rights under any prior agreements but shall
look solely to this Agreement for definition and determination of all of their
respective rights, liabilities and responsibilities under this
Agreement.
 
 Section
6.9  Waiver
of Trial by Jury.
  **THE
PLEDGOR AND THE AGENT HEREBY JOINTLY AND SEVERALLY WAIVE TRIAL BY JURY IN ANY
ACTION OR PROCEEDING TO WHICH THE PLEDGOR AND THE LENDER MAY BE PARTIES, ARISING
OUT OF OR IN ANY WAY PERTAINING TO (A) THIS AGREEMENT, (B) ANY OF THE FINANCING
DOCUMENTS, OR (C) THE STOCK COLLATERAL. THIS WAIVER CONSTITUTES A WAIVER OF
TRIAL BY JURY OF ALL CLAIMS AGAINST ALL PARTIES TO SUCH ACTIONS OR PROCEEDINGS,
INCLUDING CLAIMS AGAINST PARTIES WHO ARE NOT PARTIES TO THIS
AGREEMENT.**
  This
waiver is knowingly, willingly and voluntarily made by the Pledgor and the
Agent, and the Pledgor and the Agent hereby represent that no representations of
fact or opinion have been made by any individual to induce this waiver of trial
by jury or to in any way modify or nullify its effect. The Pledgor and the Agent
further represent that they have been represented in the signing of this
Agreement and in the making of this waiver by independent legal counsel,
selected of their own free will, and that they have had the opportunity to
discuss this waiver with counsel.
  Section
6.10  Liability
of the Agent for Acts of Third Parities.
  The
Pledgor hereby agrees that the Agent shall not be chargeable for any negligence,
mistake, act or omission of any accountant, examiner, agency or attorney
employed by the Agent in making examinations, investigations or collections, or
otherwise in perfecting, maintaining, protecting or realizing upon any lien or
security interest or any other interest in the Stock Collateral or other
security for the Obligations.
 
 Section
6.11  Liability
of Agent.
  Except
for gross negligence or willful misconduct, the Agent shall be under no
liability for, and the Pledgor hereby releases the Agent from, all claims for
loss or damage caused by (a) the Agent’s failure to perform or collect any of
the Stock Collateral, or (b) the Agent’s failure to preserve or protect any
rights of the Pledgor under the Stock Collateral. By inspecting the Stock
Collateral or any other properties of the Pledgor or by accepting or approving
anything required to be observed, performed or fulfilled by the Pledgor or to be
given to the Agent pursuant to this Agreement or any of the other Financing
Documents, the Agent shall not be deemed to have warranted or represented the
condition, sufficiency, legality, effectiveness or legal effect of the same, and
such acceptance or approval shall not constitute any warranty or representation
with respect thereto by the Agent.
  [Signature
Follows on Next Page]
 
 18
 
   18
   Signature
Page to
 Pledge,
Assignment and Security Agreement
 (DCAP
Group, Inc.)
  
   IN
WITNESS WHEREOF, the Pledgor has caused this Agreement to be executed, sealed
and delivered, as of the day and year first written above.
  WITNESS
      OR ATTEST:
      
      /s/
    DCAP
      GROUP, INC.
      
      By:/s/Barry
      B. Goldstein(SEAL)
      Barry
      B. Goldstein,
      President